Management Fee Offset Clause Samples
A Management Fee Offset clause allows investors or limited partners to reduce the management fees they pay to a fund by the amount of certain fees or compensation the fund manager receives from portfolio companies. For example, if a fund manager earns advisory fees or director fees from companies in which the fund invests, those amounts are typically subtracted from the management fees owed by the investors. This clause ensures that investors are not effectively paying twice for the manager’s services and aligns the manager’s incentives with the interests of the fund’s investors.
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Management Fee Offset.
8.4.1 Each quarterly installment of the Management Fee with respect to each Limited Partner shall be reduced, but not below zero, by an amount equal to such Limited Partner’s pro rata share (based 11 Initial Closing Date may be appropriate for some funds. on its Commitment) of the aggregate amount of Fee Income paid since the preceding Payment Date. To the extent that the Management Fee is not reduced as of any given Payment Date by the amounts referred to in the preceding sentence (or any portion thereof determined with respect to a previous Payment Date and carried over to the current Payment Date pursuant to this sentence) because the Management Fee has been reduced to zero, the excess shall be carried over to the next succeeding Payment Date (and to one or more subsequent Payment Dates) and applied as a reduction of the Management Fee, but not below zero, for such succeeding Payment Date (or a subsequent Payment Date). If on termination of the Fund, any amount of Fee Income remains that has not been applied to reduce the Management Fee pursuant to this Section 8.4 (Management Fee Offset), the Fund Manager shall cause such amounts to be paid to the Non- Defaulting Partners (excluding any such Non-Defaulting Partners that have elected by written notice to the General Partner not to received such amounts) pro rata in proportion to their respective Commitments.
8.4.2 For the purposes of determining the Value of any Fee Income in the form of Securities, awards, options, warrants or other non-cash consideration, such Value shall be equal to the net cash proceeds thereof as and when such proceeds are received; provided that the Value of any such non-cash Fee Income the Value of which has not been determined on or before the dissolution of the Fund shall be determined on such date by reference to the Value of such Portfolio Company upon such disposition. Such Value shall be disclosed to the Advisory Committee and shall be subject to Section 13.2.5.5.
8.4.3 The reduction of Management Fees described in this Section 8.4 (Management Fee Offset) may be (i) allocated among the Fund Vehicles and other investment entities managed by the General Partner, the Fund Manager or their Affiliates, whether formed prior to, on or after the date hereof which own the same Securities, based on the relative cost basis of each such entity’s interest in the relevant Portfolio Company, and (ii) deducted from the Management Fee otherwise payable by the Fund in the fiscal quarter im...
Management Fee Offset. (a) 8.4.1 Each quarterly installment of the Management Fee with respect to each Limited Partner shall be reduced, but not below zero, by an amount equal to suchthe Limited Partner’'s pro rata share (based on its Commitment) of the aggregate amount of Fee Income paid since the preceding Payment Date. To the extent that the Management Fee is not reduced as of any given Payment Date by the amounts referred to in the preceding sentence (or any portion thereof determined with respect to a previous Payment Date and carried over to the current Payment Date pursuant to this sentence) because the Management Fee has been reduced to zero, the excess shall be carried over to the next succeeding Payment Date (and to one or more subsequent Payment Dates) and applied as a reduction of the Management Fee, but not below zero, for such succeeding Payment Date (or a subsequent Payment Date). If on termination of the Fund, any amount of Fee Income remains that has not been applied to reduce the Management Fee pursuant to this Section 8.48.5 (Management Fee Offset.), the Fund Manager shall cause such amounts to be paid to the Non-Defaulting Partners (excluding any such Non-Defaulting Partners that have elected by written notice to the General Partner not to received such amounts) pro rata in proportion to their respective Commitments.
Management Fee Offset. 8.4.1 Each quarterly installment of the Management Fee with respect to each Limited Partner shall be reduced, but not below zero, by an amount equal to such Limited Partner’s pro rata share (based on its Commitment) of the aggregate amount of Fee Income paid since the preceding Payment Date. To the extent that the Management Fee is not reduced as of any given Payment Date by the amounts referred to in the preceding sentence (or any portion thereof determined with respect to a previous Payment Date and carried over to the current Payment Date pursuant to this sentence) because the Management Fee has been reduced to zero, the excess shall be carried over to the next succeeding Payment Date (and to one or more subsequent Payment Dates) and applied as a reduction of the Management Fee, but not below zero, for such succeeding Payment Date (or a subsequent Payment Date). If on termination of the Fund, any amount of Fee Income remains that has not been applied to reduce the Management Fee pursuant to this 13 Initial Closing Date may be appropriate for some funds.
Management Fee Offset. In the event any of the Program staff to be provided by Manager are not provided in accordance with this Agreement for a period of more than forty-five (45) days, Hospital may deduct from Manager's Management Fee an amount equal to the budgeted compensation for such position, including Employee Benefits. This right to deduct shall not excuse Manager from its obligation to provide staffing at the level set forth in Section 1.2.
Management Fee Offset. The Management Fee payable for each quarter with respect to each Limited Partner shall be reduced (but not below zero) by an amount equal to [REDACTED].